Edgar Filing: OVERSEAS SHIPHOLDING GROUP INC

Ownership Submission

FORM 5

	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported
	Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Alden Global Capital LLC

2. Issuer Name and Ticker or Trading Symbol
OVERSEAS SHIPHOLDING GROUP INC [OSG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

885 THIRD AVENUE, 34TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015

(Street)

NEW YORK,Â NYÂ 10022

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Reporting
(check applicable line)
_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	X4	3,121,704 ⁽¹¹⁾	A	$ 0.01	5,349,551 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	S4⁽⁹⁾	9,755 ⁽⁹⁾	D	$ 3.2	5,339,796 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	X4	6,727,857 ⁽¹¹⁾	A	$ 0.01	11,529,288 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	S4⁽⁹⁾	21,025 ⁽⁹⁾	D	$ 3.2	11,508,263 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	X4	2,451,662 ⁽¹¹⁾	A	$ 0.01	4,355,555 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	S4⁽⁹⁾	7,943 ⁽⁹⁾	D	$ 3.2	4,347,612 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	X4	1,034,728 ⁽¹¹⁾	A	$ 0.01	1,773,177 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾
Class A Common Stock ⁽¹⁰⁾	12/09/2015	Â	S4⁽⁹⁾	3,234 ⁽⁹⁾	D	$ 3.2	1,769,943 ⁽¹¹⁾	I	See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Warrants ⁽¹⁰⁾

$ 0.01

12/09/2015

2,837,913

Â ⁽⁷⁾

08/05/2039⁽⁸⁾

Class A Common Stock

3,121,704 ⁽¹¹⁾

$ 0

3,227,972 ⁽¹¹⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾

Class A Warrants ⁽¹⁰⁾

$ 0.01

12/09/2015

6,116,233

Â ⁽⁷⁾

08/05/2039⁽⁸⁾

Class A Common Stock

6,727,857 ⁽¹¹⁾

$ 0

6,956,884 ⁽¹¹⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹²⁾

Class A Warrants ⁽¹⁰⁾

$ 0.01

12/09/2015

2,310,602

Â ⁽⁷⁾

08/05/2039⁽⁸⁾

Class A Common Stock

2,541,662 ⁽¹¹⁾

$ 0

2,628,185 ⁽¹¹⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹²⁾

Class A Warrants ⁽¹⁰⁾

$ 0.01

12/09/2015

940,662

Â ⁽⁷⁾

08/05/2039⁽⁸⁾

Class A Common Stock

1,034,728 ⁽¹¹⁾

$ 0

1,069,952 ⁽¹¹⁾

See footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Alden Global Capital LLC 885 THIRD AVENUE, 34TH FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

/s/ Heath Freeman, President		02/16/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The reported securities are held directly by Alden Global BPI Fund, Ltd. ("Alden Global BPI"), Alden Global Opportunities Master Fund, L.P. ("Alden Global Opportunities"), Alden Global Value Recovery Master Fund, L.P. ("Alden Global Value") and Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital LLC (together with Alden Global BPI, Alden Global Opportunities, Alden Global Value, Turnpike Limited, the "Reporting Persons"), as investment adviser.
(2)	The filing of this Form 5 shall not be construed as an admission that the Reporting Persons are or were for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owners of any of the shares of the Class A Common Stock ("Shares") of Overseas Shipholding Group, Inc. (the "Issuer"). Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership, except to the extent of their respective pecuniary interest.
(3)	These Shares and warrants are held directly by Alden Global Opportunities, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Alden Global Opportunities.
(4)	These Shares and warrants are held directly by Alden Global Value, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Alden Global Value.
(5)	These Shares and warrants are held directly by Turnpike Limited, and may be deemed to be held indirectly by Alden Global Capital LLC, as investment adviser to Turnpike Limited.
(6)	These Shares and warrants are held directly by Alden Global BPI, and may be deemed to be held indirectly by Alden Global Capital, LLC, as investment manager to Alden Global BPI.
(7)	Each of the warrants beneficially owned by the Reporting Persons may be exercised at any time or from time to time, except that in connection with the exercise of any warrant, the warrantholder (or person designated by the warrantholder to receive the Common Stock issuable upon exercise of the warrants) must advise the Issuer whether or not it satisfies certain U.S citizenship requirements under the Merchant Marine Act of 1920 and under the respective warrant agreement. The Issuer has the unconditional right to require such warrantholder to deliver documents and other information as the Issuer may request as reasonable proof that such warrantholder or designated person satisfies the requirements to be a United States citizen, and any warrantholder or designated person who cannot establish to the Issuer's reasonable satisfaction that such warrantholder or designated person is a U.S. citizen may be prevented from exercising such warrants in the Issuer's reasonable discretion.
(8)	The warrants expire on the 25th anniversary of the execution of the respective warrant agreement accompanying such warrant.
(9)	In connection with the exercise of the warrants reported herein, the Reporting Persons paid the exercise price on a cashless basis, resulting in the Issuer withholding these Shares.
(10)	In connection with the exercise of the warrants reported herein, the Reporting Persons inadvertently received Shares intended for another warrantholder who put in a request to exercise its warrants. The Shares were removed from the Reporting Persons' account and returned to the rightful owner on January 4, 2016. At no time did the Reporting Persons have any pecuniary interest in these Shares.
(11)	On November 20, 2015, the Issuer announced a stock dividend of one-tenth of one Share to all shareholders of record on December 3, 2015, payable on December 17, 2015. In accordance with the terms of the warrants, the conversion rate of the warrants was automatically adjusted so that exercising holders will be entitled to receive, upon exercise, additional Shares in respect of the stock dividend. The Shares reported herein as underlying the warrants have been adjusted to reflect this stock dividend.
(12)	During 2015, Alden Global Capital LLC replaced Alden Global Capital Limited as the investment adviser for a number of private funds, including Global BPI, Alden Global Opportunities, Alden Global Value and Turnpike Limited, and terminated its sub-advisory agreement with Alden Global Capital Limited. In connection with these changes, Alden Global Capital Limited ceased to provide services to such funds and, accordingly, is no longer a Reporting Person.

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